He-Man Shadows Fall
by Infernas81
Summary: Eternia has been at peace for almost 20 years, since the fall of Skeletor at Castle Grayskull. Adam is now king with a wife and 2 children Arthur and Jayla. He-Man hasn't been needed in all that time...until now.
1. Chapter 1: Evil Returns

**A/N: I do not own He-Man or it's characters. This is my own work using the He-Man universe.**

 **I haven't read the comics in many years - I found out about Skeletor's defeat on the internet and thought I'd give this story a go, but I realise there are stories set after this.**

 **I would like to thank my Beta, JadeKitty for her help.**

 **Please RR and enjoy.**

 **He-Man Shadows Fall**

Chapter 1

 **Evil Returns**

 _I Adam, King of Eternia, have defended Eternia and Castle Grayskull for over 40 years. I have defended the people of this world from the evil forces of Skeletor as my alter-ego He-Man, the most powerful man in the universe, along with my friends Man-At-Arms, Orko, The Sorceress Teela and my ever-faithful feline Cringer._

 _Since Skeletor's defeat and the scattering of his forces nearly 20 years ago at the gates of Castle Grayskull there has been peace in Eternia. He-Man has become a symbol of that peace and has rarely been seen since. He has become a legend of the dark times, told in stories to the children of this world._

In the dark remains of Snake Mountain, in an underground room the wicked Evil Lyn knelt near a fire almost defying time itself, her age and looks had hardly changed. Her staff glowing as she chants an ancient ritual. The flames flicker and jump as the ritual continues, her staff glows bright as the flames get more intense; the room darkens as the flames change to a purple shadow, chasing around the walls and the ceiling. An evil laugh emanates as if it's coming from the fire itself - the laugh of Skeletor! The fire goes out and the room is plunged into darkness. In the smoke of the fire a glowing light illuminates it and a figure is stood where the fire was. Skeletor is resurrected and as he stands in the ashes spikes of bone grow from his shoulders his shattered jaw turns to metal; his greatest weakness rebuilt and strengthened. In his hand the Havoc staff materialized anew.

"Master"

The Laughter stops "Evil Lyn my trusted sorceress. How long have I been gone?"

Evil Lyn uses her staff to light some sconces on the walls

"Nearly 20 years Master" she finally replied.

Skeletor steps out of the ashes and raises Evil Lyn to her feet.

"I have spent years researching the ritual to bring you back Master" She continues.

"You have done well" Skeletor responded.

Raising his Havoc staff high above his head a burning light explodes from the end "FORCES OF EVIL I HAVE RETURNED!"

* * *

In the City of Eternos at the Palace of Eternia King Adam, Queen Helaena, Prince Arthur and Princess Jayla are celebrating Prince Arthur's 18th Birthday. The Great Hall full of drinking and feasting with their many friends in attendance.

"To my son Prince Arthur" King Adam said, standing and raising his goblet. The long table of guests echoed his actions toasting the prince's 'coming of age'. Everyone cheered and clapped and the music started.

"I am so proud of our son, Adam" the queen said leaning towards his ear "He will be a great man" she continued. With a smile and a nod Adam replied, "So do I".

Adam turns to Duncan, the Royal Advisor "Duncan, my old friend, how are you enjoying your New Role?"

"Very well Your Grace, it's a lot more relaxing than being Man-at Arms".

"For the last time Duncan, you are one of my oldest and most trusted friends, you have earnt the right to call me Adam".

"Yes…. My King" he said with a grin "and please, less of the 'old'!"

Adam rolls his eyes "Ok ok, anyway how is Deklan doing as the new Man-at-Arms? Is he up to your expectations?"

"He is a good man…just not as proficient as I was" Duncan laughs. Adam stands up laughing and gives his friend a pat on the back.

"Good. I take it my daughter Jayla is doing well? And my son?" Adam asks.

"Very well, she is one of the most natural archers I have ever worked with and her staff skills are coming along very well. She will make a good Captain of the Guard soon. Your son is VERY much like you, good with a sword."

"Right I think that's enough business talk, lets enjoy the party".

Adam made his way through the guests towards where Arthur, Jayla and Orko were laughing and joking amongst themselves. Arthur with his long blond hair tied into a plait and wearing the royal red waist coat, white shirt, leather vambraces and belt looked a lot like a young Adam but was taller than his father and of slimmer build. Many of his friends and allies were over protective of him due to his stature and his role as Prince of Eternia; if there ever was trouble they would send him with his cat Krainger out of the way for his safety, even though he had been given weapons training by Man-at-Arms from an early age. Even the younger Princess Jayla watched out for him; her skill with a bow revered. Jayla had long brown hair tied up in a bun wearing her green and red high collared bustier and leggings, black boots and leather vambraces and greaves. She always wore the golden cross braces that would carry her bow, arrows and staff on her back that made her always look quite fierce.

"Arthur, Jayla, Orko are you enjoying yourselves?" Adam asks the three of them as he puts his arms around the shoulders of his children.

"Yes Father, thank you. But I do wish you would tell Cringer to stop play fighting with Krainger" Arthur replies with a chuckle whilst indicating to the corner where the two cats were rolling around.

Krainger was a Liger - half Lion-half Tiger, making him bigger than Cringer, but that didn't stop the pair of them playing all the time. His size, small black mane and the black fur with red stripes made him look ferocious, unfortunately he didn't know it; all he was interested in was playing and sleeping!

"Cringer no" Adam said. Both cats froze and looked at him with big guilty eyes and lay down next to each other. The four of them laughed.

Whilst talking to them, Adam noticed out of corner of his eye an orange and white hawk land on the window ledge nearest him; it was the Sorceress " _Adam we must talk_ " she connects to his mind using her telepathy then flies off to his private chambers. A little bit puzzled as to why she did not speak here Adam goes over to where Duncan is talking to The Queen. "Duncan can I borrow you? If you would come with me please." He smiles at his wife in thanks as he leads him away to his private chambers. "The Sorceress is here" Adam tells Duncan. "Teela?!" Duncan responds in surprise. Since Teela became the Sorceress all those years ago she hadn't visited much.

"Teela" Duncan exclaimed and went and hugged her. The Sorceress was now in her Human form with her orange and white feathered hawk like headdress, blue and white robes and white feathered wing like cape. She held her Magical golden staff and smiled a sad smile.

"Father, King Adam, I come bearing grave news"

Adam and Duncan exchanged worried glances.

"What's wrong Teela?" Asks her Father Duncan

"The Southern hemisphere has once again falling into darkness evil has returned, Skeletor has risen. Eternia must once again turn to He-Man"


	2. Chapter 2: The Impossible Choice

**A/N: I do not own He-Man or its characters. This is my own work using the He-Man universe.**

 **I would like to thank my Beta,** **JadeKitty for her help (and for also Beta-ing Chapter 1!).**

 **Please RR and enjoy!**

Chapter 2

 **The Impossible Choice**

Adam and Duncan stood in disbelief; Skeletor had been defeated and his forces vanished soon after, even the darkness that once covered the southern hemisphere had faded somewhat.

"By the Ancients, how can that be Teela?" asked Duncan "we defeated him, almost 20 years ago, the day you lost your mother; when you became the Sorceress. He-Man smashed his jaw and sent him into the pit between Castle Grayskull and the Evergreen Forest….He went to the afterworld he can't be back, its impossible" he continued, somewhere between a question and a statement.

"There are Ancient and very powerful spells and rituals, many of them have been lost to the ages. It was believed that there was a ritual that could bring people back, Evil-Lyn must have somehow uncovered this spell. Though we have not heard or seen her since that day, her magic has always been strong" The Sorceress informed them "and I sense Skeletor is unmistakably back and I fear more powerful than ever. Adam my Friend, I know this will be hard but you must be vigilant, He-Man will be needed again soon. For now, I must return to Castle Grayskull." With that she gave them both a sad smile and transformed before their eyes back into a hawk and flew out of the window leaving Adam and Duncan to take in what had just occurred.

After a long silence in which all that could be heard was the muffled talking and laughter of the ongoing party, Duncan turned to Adam "we must inform the Royal Guard and the council of Skeletor's return". Adam looked worried and thoughtful in response "Yes we must….. but, for now, let's just enjoy the party if we can. Nothing will happen tonight, I'm sure".

"Your Grace" Duncan started hesitantly "My King…..Adam, we need to discuss something privately in the morning "he continued after a slight pause "but for now as you say let's try and enjoy the rest of the evening". Adam and Duncan left the room and re-joined the festivities with heavy thoughts and slightly forced smiles.

The next morning Duncan informed the council and Sora the Captain of the Guard of the information the Sorceress had given them last night, then went and met Orko at the door to King Adam's private study. "Councillor Duncan, how are you?" Orko the Magician said greeting him". "Orko my friend I'm glad you could make it, I am troubled by the news Teela gave us last night. I think we need to talk to the King about He-Man". Orko made a small noise of puzzlement as Duncan knocked on the door, "Enter" came the voice of Adam from inside.

Adam was sat at the table with some glasses and a jug of drink. The fire was burning, giving off a nice warmth on this cold morning – Cringer fast asleep in front of it - as Duncan and Orko entered the room. Adam beckoned them to sit and poured a drink for Duncan and himself. "So, what can I do for you?" Adam asked as he sat down opposite them. "My King, with the news of Skeletor's return I feel that we have some important decisions to make about the roles that will be taken up in the upcoming time" Duncan said. Adam looked a little puzzled at this statement "I believe that everyone is doing a fine job Duncan. Sora is a strong Captain and I'm told Jayla is making a good impression as her as 2nd in command. Deklan is doing a fine job as Man-at-Arms, and as far as I have been told all our forces are well trained and disciplined" he stated in slightly confused way. "Orko do you have any concerns?". He looked to Orko as he noticed Duncan shifting awkwardly in his chair. "None at all Adam!" Orko replied being the only person to still call him Adam in private. Adam looked at Duncan with his eyebrows raised, he knew he wanted to say something but he wasn't sure how. "Duncan, if you have concerns with anyone please just say". "Well My King since you have become King after your Father's death all those years ago, you have become a loved and just ruler and very powerful. Everyone respects you and Queen Helaena." Duncan took a drink as his mouth started going dry and he continued "the thing is…." he started, struggling to find the words to continue "Eternia has been at peace for all of your reign. He-Man has not been needed for that time." Starting to wonder where this was going Adam put his drink down and placed his elbow on the table putting his chin on his hand "Go on" he ordered to Duncan. "Well it's just that…eeeerm…that He-Man is the most powerful man in the universe and very important to the people. But the issue is that The King is the most powerful man in Eternia, maybe in a different way to He-Man, but powerful none the less. And the King is more important to the people than He-Man. Also, the King is with us all the time." Duncan took a deep Breath and continued, finally voicing his concern "My worry is….. can you be BOTH?".

Adam sighed and leaned back in his chair. Orko was hovering next to Duncan in shock at what had just been said. After what had seemed an age to Duncan, Adam spoke "I understand your concerns Duncan. But I fear nothing could be done even if this was the case". "I believe there may be something we can do" Orko finally spoke up. They both looked at Orko with questioning looks as if urging him to continue. "A long time ago, not long after you became He-Man, I was talking to the Sorceress Teela Na about the magic behind your sword. As you Know you were not born with the magic to change, she had told me it was given by herself as the Sorceress and by the powers of Grayskull. I suppose that as this power was given to yourself it may be possible to give that power to someone else". A stunned silence followed.

What had just been said? Adam had never thought about 'not being He-Man' even if had been a long time since he was needed as He-Man. He just was. Whilst somewhere in his heart he was never really convinced about Skeletor actually being gone forever, he had never considered what would happen on his return. As Duncan had said he was now King, an important role. He was also getting old; at 56 was he too old to fight and defend. But who would he ask even if it was somehow possible to 'transfer power'.

"Ok" Adam finally said "IF it is possible to hand over power and IF I decide this is what should be done for the best of everyone; who should be chosen? It has been hard leading 2 very different lives with so few knowing". Duncan took another drink and cleared his throat "What about Arthur?" he said to everyone's surprise "he has a big heart and strong morality, I think he would be a good choice". Adam was now stood up staring out of the window "Arthur?" he muttered to himself. Of course, it would be an ideal choice, he was kind and generous, smart, trustworthy and good with weapons. Even if he was on the slim side it wouldn't matter. But he was his son. Adam turned to Duncan and Orko "please leave, I have much to contemplate". Could he really choose his son?

" _Sorceress, I need to speak with you"_ Adam thought hoping she would hear. " _Adam. I sense you are in great turmoil"_ a reply came into his thoughts from the Sorceress. " _I understand what Duncan and Orko have said to you"_ The Sorceress always seemed to understand what was happening even though she wasn't there to witness it. " _It is the right thing to do Adam, he is the right choice, Arthur can and must become He-Man"._


	3. Chapter 3: A Hero Reborn

**A/N: Thanx to JadeKitty for being my beta.**

 **This Chapter made me excited to do this story hopefully it lives up to it in your eyes. Please RR and enjoy.**

Chapter 3

 **A Hero Reborn**

Skeletor sat on his throne of bones in Snake Mountain; the shadows covering his face in darkness, his Havok staff in one hand as his other was drumming on the arm of the throne. Evil-Lyn was stood at his side. Beast Man and Mer-Man where stood in front of him. "What have you been doing while I have been gone?" Skeletor asked "why have you not taken revenge on He-Man and the rest of the Eternian's?" he continued, his voice close to a shout by the end. "We didn't know what to do, without you we had no way of beating them, so, we went into hiding hoping for your return" Beast Man growled. "You snivelling COWARDS!" Skeletor stood up thumping his staff on the stone floor echoing around the throne room. As he did he was illuminated but the flaming torches on the walls beside him. Beast man and Mer-Man took a step away shocked as they beheld Skeletor's mutation. "M M" Mer-Man started stammering. "SILENCE" Skeletor interrupted. Moving down the 3 steps between him and them Evil-Lyn joined him, smirking a little at the sight of Beast Man and Mer-Man cowering.

"Evil-Lyn has done well. I feel more powerful than ever before, and you have both answered my call. We must get revenge and the way to do this is to bring He-Man away from the power at Castle Greyskull. Defeating him, then we can attack Greyskull and add the Sorceress' powers to my own and I will become unstoppable and ALL POWERFUL" Skeletor cackled manically. "Master, He-man has not been seen for many years, we may not need to deal with him at all" Evil-Lyn informed. Skeletor cackled some more "That is good news indeed. But we must not underestimate him. We must come up with a plan". "If we attack a village we would draw out the royal forces, we could capture He-Man's ally Man-at-Arms. We would draw him out if he is still on Eternia, his friend in danger and if not…... well we would have sent a powerful message when we execute him" Evil-Lyn said. "mmmmmm" Skeletor mused "excellent plan Evil-Lyn". He turned to Beast man and Mer-Man "Gather my forces - we will leave in an hour".

* * *

Adam felt in a daze as he and Cringer walked the corridors leading to the doors of the palace. He knew Arthur would be out lazing in the early evening sun with his friends Striker and Jax. As he reached the doors he heard running steps from behind him, as he turned to see who it was, Man-at-Arms and Sora had already reached him "King Adam word has reached us of an attack on Oris village" Sora said, an obvious urgency about her. " _it can't be happening already? things are moving too fast"_ Adam thought to himself. "Take Man-at-Arms and a small force to its aid, Captain Sora" Adam ordered. With a bow of the head Captain Sora and Man-at-Arms left in a hurry. Adam pushed open the doors and stepped into the courtyard at centre of the palace. Scanning it to find Arthur, he noticed him lying on a small piece of grass at the far side laughing with his friends. Walking past the benches, flower patches and the small fountain at the middle of the courtyard, Adam's head was racing with thoughts on the attack at Oris village, Skeletor and what he would say to Arthur. "Father what can we do for you?" Arthur said with a grin as he sat up. "Striker, Jax report to Captain Sora immediately please" with a quick glance to each other then to Arthur they gave a bow to Adam "yes King Adam" they left. Arthur now on his feet gave his father a puzzled look.

"What's Happened?"

"There has been an Attack on a village near the borders of the Dark Hemisphere" Adam answered.

"An Attack? Who By?".

"We believe it's the forces of Skeletor".

"Skeletor? But he's dead how can that be?" Arthur said in disbelief.

"Arthur, I want you and Krainger to come to Castle Greyskull with me, we have some important things to discuss" Adam said ignoring the question.

* * *

The Sorceress was waiting for them in the main chamber as they arrived at Castle Greyskull

"I don't think I have ever been inside here" Arthur said slightly in awe. He fell silent as he noticed the Sorceress standing near an altar.

"Adam, Arthur thank you for coming" The Sorceress greeted.

"Why are we here?" Arthur asked.

"Skeletor has returned and I fear he is more powerful and dangerous than ever. The shadows are already on the move falling over all that is good, He-Man is once again needed to protect us from this darkness." The Sorceress stated.

Arthur looked between her and then his father with a confused look "But He-Han hasn't been seen for years, I don't know where he is, I don't think anyone does".

The Sorceress merely looked at Adam with a small smile and a raised eyebrow. With a slight hesitant look in reply Adam reached over his shoulder and pulled out a huge sword; the Sword of power.

"Is that the Sword of Power?" Arthur asked in shock at its sudden appearance. He had never seen it in real life, but it had been described to him many times; he had also seen pictures in books at the palace library. Everyone knew about it, it was He-Man's sword. But what was his Farther the king doing with it? "But that's He-Man's Sword. What are you doing with it? How come you have it now?" he asked shocked. "I have always had it Arthur. When I am Adam, it's magic hides it from sight, but as we are now in Greyskull it can be seen." Adam explained. Auther looked confused and shocked, seeming to not quite understand what his father had just said.

Adam looked at him, "Arthur, I am He-Man".

"You can't be He-Man….I have been told you would run and hide when a fight broke out and anyway, He-Man is the most powerful man in the universe, the stuff of legends….He-Man is He-Man." Arthur said in disbelief.

"Your father - King Adam - is He-Man, Arthur" the Sorceress confirmed "but things have changed and it is time for another. You Arthur, need to take up the mantle of He-Man" she finished.

"What do you mean? I don't understand. This is madness, surly this can't be real" Arthur rambled.

"Adam if you will show him, it may become clearer" the Sorceress suggested.

Adam nodded in agreement and held the sword above his head

"BY THE POWER OF GREYSKULL" then he held his sword out in front of him "I HAVE THE POWWEEEERR!" and as he pointed his sword toward Cringer, in a blinding flash of light Adam transformed into He-Man and Cringer became Battle Cat before their eyes. A roar from Battle cat echoing through the castle.

"You….you….are He-Man" Arthur gasped, with wide eyes and open mouth.

"Arthur, I have been He-Man for a long time, fighting for good, protecting the people of Eternia and those who we love. But that was as a Prince. Now I am King I am needed all the time. I cannot be King and He-Man, both roles are too important for one man. Me, Councillor Duncan, Orko and the Sorceress herself believe you have the right character/spirit/heart to become He-Man and fight for Eternia" He-Man said.

"IF you choose to accept this, no one except your father, Duncan, Orko and myself can know" the Sorceress added.

After a long silence Arthur finally said "you want me to be He-Man? How would that even happen?".

"I have a sword for you Arthur, forged in the Castle's forges in the fires of Greyskull. I shall transfer the Power from your Sword, Adam, into this new sword. Adam, you will keep yours as a show of gratitude for all you have done. It will still be a mighty sword but people will not see He-Man's weapon in it anymore, and it will not have the magic of Greyskull within." The Sorceress said.

After a time of silence in which Arthur contemplated this information he gave a small nod in acceptance. "you have made a wise choice Arthur" said He-Man with a faint smile of pride. "Then let us begin" the Sorceress said beckoning them to the Altar where a sword already laid. The sword blade was a little over 3-foot-long with small ancient writing going down the centre, it had a golden hilt looping over its self and a burgundy leather wrapped handle and a simple pommel. It shone bright in the flickering light provided by the torches hung on the wall. "Adam if you will place your sword blade crossing blade and holding the handle please" the Sorceress instructed. Adam with a slight hesitation over what he was giving up and what was going to happen to his son eventually did as he was asked. "Arthur if you would take the handle of the other sword please and bring Krainger near please" Arthur looked over his shoulder at Krainger and indicated for him to come then placed his hand on the sword. The Sorceress then placed her staff down the middle of the crossed swords and started to say a spell. As she did her staff began to glow followed by the Sword of Power and lastly by the new sword. The weapons and staff glowed so bright that Adam and Arthur could hardly looks at them anymore. The Sword of Power began to dim and as it did He-Man changed back to Adam as the magic left him and Battle Cat returned to Cringer. The Sorceress then turned to Arthur "by the Ancient power of Greyskull, lift the Sword of Eternity and say the words of power." Arthur felt a surge of energy rush down his arm and through his body as he grasped the handle of the Sword of Eternity tighter and pulled it from the altar. As he held it above his head pointing towards the heavens he gave a look to his father, who although looked a little sad smiled at him and nodded his approval. With a deep breath he shouted out

"BY THE POWER OF GREYSKULL, I HAVE THE POWEEER!"

A surge of what felt like lightning shot through his body. His skin darkened and it felt like so much power, his whole body screamed with it, his muscles bulging as they grew in size and strength. A golden armour with the red cross of He-Man on the front took the place of his clothes as well as golden belt, red trunks and boots.

He pointed his sword in the direction of Krainger who lit up as the magic was sent to him. He doubled in size, his mane grew big and a gold armoured saddle and helmet over his face appeared. Krainger let off a fearsome roar. Battle cat Reborn.

He-Man Reborn.


	4. Chapter 4: Oris Village

**A/N: Thanx again to JadeKitty for the beta work**

 **Sorry for the delay due to 1 thing and another this has took longer than I'd hoped.**

 **Please R/R and enjoy :D**

Chapter 4

 **Oris Village**

The skies filled with thunder and lightning above Oris Village as Skeletor and his small forces advanced. "Tear this place to pieces. Kill half. The rest we save for the tests," Skeletor ordered. Beast Man roared a primal roar then bounded toward the village. Some women and children were running around screaming with fear while others were collecting anything they could use to defend the homes. Beast Man reached the first of the villagers, he leapt on to a man and ripped into his throat with his teeth to the horror of the others around him. Jumping from person the person leaving nothing but blood and death behind him. Many villagers lay dead by the time the rest of Skeletor's forces had arrived. "Nice of you to join in," Beast Man said with a bloody grin. Then they ran further into the villagers' weapons, slicing and destroying everything in their way. Some of the villagers threw stone at the invaders and charged at the with farming tools, hammers or cooking knives in a vain attempt to stop the slaughter, to no prevail.

* * *

Captain Sora, Man-At-Arms and the rest of the Royal guard who she'd brought were greeted by the sound of screaming and the smell of smoke as they neared the last hill before they arrived at Oris Village. "Quickly we must hurry," Captain Sora ordered, spurring on her horse. They reached the top of the hill and stared down at the horror before them. "By the Ancients," Man at Arms cursed to himself, "look!" Everyone turned to where Jax was indicating, "is that Evil-Lyn? And… it can't be…. Skeletor?" he continued. "It doesn't change anything, lets get down there and help them now," Captain Sora said taking off down the hill and into the village, quickly followed by everyone else.

"Master, the Eternian's have arrived," Evil-Lyn informed Skeletor. "Good," he replied, "Beast Man, capture Man-at-Arms ALIVE. As soon as you have him, retreat and bring him to me….. Do what you must to the others". "Yes master," Beast Man said to himself in acknowledgement. "Get Man-at-Arms and return him to Skeletor," he growled out loud, so the rest could hear. "If the others get in the way, kill them". He continued as he headed to intercept them with 3 of his allies following him.

"Man-at-Arms, take Jax and help those people to get away, we will go on and find the attackers," Captain Sora said pointing at a group of villagers who were just disappearing behind a house. They all dismounted the horses due to the small streets being narrow. Man-at-Arms and Jax ran toward the building they had just gone behind as the Captain of the guard and the rest charged further towards the screams. After a few moments they'd caught up with the panicking villagers. "Quickly, you need to go towards the hills," Man-at Arms shouted as they started to push the people in the right directions. "Right, let's find the Captain," he said turning towards Jax once the last of the people had vanished out of sight. As they turned ready to run, a deep growl made them stop and pull their swords. "Man-at-Arms… at last," came the gruff voice from the shadows. Beast Man appeared bearing his teeth, his fur matted and bloody. "Beast Man, last I heard you'd ran away with your tail between your legs," Jax said. Beast Man loosened a snarl and the other 2 warriors who'd followed him came out from behind. Man-at-Arms and Jax went back to back facing their enemies. "Boy, I will take great pleasure in ripping you to pieces for that," Beast Man threatened. "Get him," he ordered the others pointing at Man-at-Arms with his claw, "leave the BOY to me."

The 2 Warriors charged Man-at-Arms, swords swinging down towards him as the got close. Man-at-Arms' sword met them with a ring of steel before the potential fatal blow. "ALIVE! Skeletor wants him ALIVE," Beast Man growled at the men as he lunged at Jax claws out and teeth bared. He ducked the 1st swing of Jax's sword but caught a blow across the back of his head from the metal vambraces on the soldier's forearms. He roared in anger and lashed back at Jax, his swipe crashed hard into Jax's chest armour sending the boy back a step, but the boy was too slow as he threw his other arm at him, gouging across his left arm. The yelp of pain gave Beast Man enough time to throw a look toward the others fighting Man-at-Arms who was fighting both of them hard, but Man-at-Arms hadn't noticed what was happening behind or at least was too busy to anything about it. He turned his attention back to Jax, whose arm was nearly limp at his side, blood oozing down it. Grimacing in pain, Jax took another lunge at Beast Man, this time he swiped at the arm holding the sword as he rolled out of the way as his claws cut through the skin, another yelp, the sword the boy was holding left his hand and clattered to the floor. Man-at-Arms turned in time to see it happen "JAX!" he tried to get between Jax and Beast Man but was stopped by a flailing sword as he blocked the attack. Beast Man bared his teeth at him in a sick smile then pounced at Jax. Jax had no weapon and was bleeding from both arms, "NOOO!" Jax just manged to roll out of the way. He tried to get to him but the attacks by the 2 warriors were relentless. Beast Man went for Jax again, this time Jax wasn't fast enough. Beast Man pinned him to the floor; Jax tried to free himself but it was no good. Beast Man snarled close to Jax's face then with a growling lunge bit at Jax's throat. Blood erupted from the bite as Beast Man lifted his head and looked towards at Man-at-Arms, the flesh and blood still hanging from his mouth. Everything had happened so fast Man-at-Arms had forgotten about what he was doing. As he tried to compose himself he turned back towards the warriors he was fighting but it was too slow, the pommel of one of the swords came down on his head, rattling his helmet and his teeth. Before he recovered another blow knocked him stumbling back and before he knew it Beast Man had jumped at him knocking him to the floor pinning him down. As the blood of Jax dripped on to Man-at-Arms' face he tried to fight him off to no avail. "Go on then, KILL me," he dared Beast Man. "Unfortunately for you, Skeletor wants you alive…for now," Beast Man laughed. With that he raised his arms above his head and brought them down hard on his nose. Man-at-Arms' nose exploded with pain and blood gushed over his mouth, colours flashed over his vision as he started drifting in and out of consciousness. He felt Beast Man grab him by the leg and begin dragging him away but there was nothing he could do.

* * *

"Where are Man-at-Arms and Jax?" Captain Sora shouted in a panic to the others of the royal guard as they fought back the forces of Skeletor. "I don't know, I thought they'd have been here by now," Striker answered back as he blocked an attempted stab. Just then a terrible roar echoed through the remaining buildings and with that Skeletor's force began moving back towards the edge of the village. "Why are they retreating?" Striker asked as he once again swung his hammer at the man he was fighting. Just then Beast Man and 2 others appeared from behind a ruined building, he was dragging a body. "By the Ancients, that's Deklan!" Captain Sora gasped, recognising Man-at-Arms' golden armour and silver helmet. She was about to make a move when a chilling voice stopped her in her tracks. "I wouldn't do that if I were you!" Skeletor came into view with his staff pointing at her, Evil-Lyn at his side. "Your time will come soon enough, but for now I just want him," Skeletor cackled as he indicated toward the person being held by Beast Man. With that, Evil-Lyn raised her wand with a vicious smile at them and a burst of magic hit Eternian's, freezing them to the spot. "You did well Beast Man," Skeletor said. Skeletor looked down at the limp, bloodied Man-at-Arms. "Who are you? You are NOT who I expected. I suppose it's been a while, hasn't it? Well, I suppose you will do. Between you, the villagers and the other Eternian's I have here I'm sure I'll persuade He-Man to make an appearance," Skeletor manically laughed, "we will bring as many back to Snake Mountain as we can, go and get the Royal guard," he ordered turning to Beast Man and the others. Beast Man and another walked towards the Captain who threw a defiant look in their direction, Beast Man merely flashed his reddened teeth in response.

He was just about to grab her when 2 deafening roars shook everything around him. Everyone looked to the top of the hill where it came from. At the top of the hill was a huge armoured cat; a lion but with stripes; the golden armour gleaming through the darkness, and riding its back a muscled man with a long plait holding aloft a sword. He-Man. "He-Man, he's here," Evil-Lyn hissed. Her concentration broke, freeing the frozen guards who turned at Skeletor's force, weapons ready. The great cat bounded down into the village. "DON'T JUST STAND THERE, GET THEM!" Skeletor bellowed his order, "KILL them ALL and bring me He-Man's sword," he continued. In no time He-Man had reached near enough to hear Skeletor's commands.

A knot formed in is stomach as he tried to think what to do; only a short while ago he was in the palace lazing with his friends and now, now he was He-Man, the most powerful man in the universe. His friends lives - everyone's lives now depended on him. He didn't expect to be facing Skeletor this quickly. He jumped off Battle Cat putting his sword away, scanning all around. He had to do something quickly before the fighting started again. _Here goes,_ he thought to himself as he reached for a huge part of a fallen building. Surprised by how light it felt as he lifted the wall off the floor and above his head and launched it at the area where everyone was facing off. It flew over his friends' heads and landed in front of them, separating them from Skeletor and his force. Jumping back onto Battle Cat, he charged to the aid of the others who now stood looking at him approaching, mouths open in surprise. Battle Cat jumped and landed on the now pile of rocks from the wall and let off a deep rumbling growl. "He-Man?" Skeletor said, slightly puzzled at the figures before him. He-Man scanned what was happening around him and noticed Man-at-Arms lying on the next to Skeletor. "Skeletor, let Man-at-Arms go and surrender now," he finally said trying to hold his nerve. "You look different He-Man, but I know it's you. I sense the power from you and your sword. You are the only person who would talk to me like a lesser. But I know you will do anything to protect your friends and that is why I know I will defeat you." Skeletor laughed and turned to face Evil-Lyn, "get me that Sword, all of you, GET ME THAT SWORD!"

He-man had just enough time to draw The Sword of Eternia as a barrage of magic shot in his direction from Evil-Lyn's wand. Deflecting them with a flurry of his sword as the 1st of Skeletor's force reached him, just managing to block the incoming blow from the sword, with his free hand he grabbed the collar of the attacker and with surprising ease lifted him off the ground and threw him away; as he landed he was knocked out. Battle Cat had 2 of them pinned under his massive paws growling at them. The barrage of magic kept flying in his direction from Evil-Lyn and now Skeletor as they both advanced on him laughing; he managed to deflect them with his round shield which he retrieved from his back. Beast Man growled then jumped at He-Man. With just enough time drop his sword, He-Man caught Beast Man, raised him above his head and threw him clattering into Skeletor and Evil-Lyn, knocking them down giving him enough time to get his sword from the ground and point it towards the fallen Skeletor. "Surrender now Skeletor and Evil-Lyn". "Never," Skeletor replied as they slowly got to their feet. He looked down at the unconscious Beast Man, "curse you He-Man, I will get my revenge on you when my forces have fully returned to me," he threatened and began to cackle. He slammed the Havoc staff into the floor and an explosion of smoke covered them. As the smoke dispersed and the sound of Skeletor's laugh faded the 3 of them had disappeared.

Still in shock at what had just occurred in front of her eyes - the return of Skeletor, He-Man and the limp form of Deklan - it took a few seconds to realise it was now safe. "Secure the prisoners," Captain Sora ordered the others stood near her. "Deklan!" Sora shouted as she ran to where he laid. Man-at-Arms was covered in blood and his face was swollen, she bent down to see if he was still alive by checking for his pulse; with a sigh of relief she knelt back to the floor. "He's alive," she said to He-Man, who was now stood next to her. Looking around at the now tied up prisoners she pointed to 1 of her guard and ordered for her horse to be brought to her, then told Striker to find Jax. "It's really you isn't it? Thank you!" she asked, He-man nodded. "I'm glad your back, she continued. "You're safe now, get Man-at-Arms and the rest of your men back to the palace, for now I must go," He-Man said as he put his sword and shield on his back. Climbing onto the massive cat's back they quickly disappeared into the distance.

"Captain, I've found Jax." Striker said in a shook-up tone. "What's wrong?" Captain Sora quizzed. All Striker could do was shake his head, eyes filled with water as he looked at the ground. Trying to hold herself together she asked him and the guard returning with the horses to retrieve the body. After a short time, they'd got Deklan onto a horse, tied the prisoners to the Captains horse and placed Jax's body on another horse and headed grimly back to the Palace.

* * *

Arthur was wondering through the palace with Krainger to find King Adam. He was still feeling like everything had been a dream or maybe even some kind of nightmare, adrenaline still pumping through him. He'd just fought Skeletor and won, and almost no-one would know. "You did well Krainger," he said patting the Liger on the head; a rumbling purr came in response. Behind him a commotion had started outside and quickly the doors behind him swung open, Captain Sora was walking briskly.

"Prince Arthur where's your father? I need to speak him urgently!" She asked as she approached. "I think he is in his office. What's the matter?". Arthur asked. "It's about what's happened. Come with me, I don't want to delay much longer." The look on the Captains face gave him a sickening feeling in the pit of his stomach but he wasn't sure why; sure, she looked tired, she just gotten back from fighting Skeletor and his force, but the was something more in her face that worried him.

They walked at pace until they'd arrived at his father's door. Captain Sora knocked. "Enter," came his father's voice from inside. They entered to find the King, Royal Advisor and Queen Helaena talking to each other. "Captain Sora, Arthur," King Adam greeted with a smile and Duncan looked over his shoulder and smiled a greeting. The Queen Smiled at her son.

"King Adam, I have news about Skeletor's attack on Oris Village," the Captain started. "Ah yes, how did everything go?" Captain Sora's eyes began to glisten with the start of a tear as she regaled the events that had occurred at Oris Village, of Skeletor and of the return of He-Man and how he had saved them. The tear that she had been holding back rolled down her face. "What's the matter Sora?" Duncan asked noticing it.

"Man-at-Arms has been badly injured. He will be ok, but he is a bit of a mess. He and Jax had gotten ambushed by Beast Man whilst seeing some villagers to safety and we think 2 of his goons. Deklan hasn't come round yet to tell us details, but….." another tear flowed down her face despite her best efforts "…..we found Jax, he's dead." She said.

The colour from Arthur's face drained, _Jax my friend….Dead…..I've failed them. I've failed Deklan, my father all of them…and Jax._

Arthur turned and walked out of the room in a sickening daze, head spinning, leaving the others to talk when he felt the presence of the Sorceress.

 _Arthur, I sense your turmoil._

 _Sorceress, I've failed. Man-at-Arms has been injured and Jax is dead._

 _You have not failed young Prince._

 _How can you say that? He-Man is supposed to save EVERYONE. I have been He-Man for less than a day and I've failed. My friend is dead and it's my fault. Why me? Why did you choose ME?_

 _Arthur. You have a strong heart like your father, perhaps stronger. It is unfortunate about Man-at-Arms and I'm very sorry about Jax, but no-one could have predicted how fast Skeletor would begin his reign of terror. However, I believe that you have and will continue to do great things. You ARE the right person, you will rise up and you will be one of the greatest defenders of Eternia. It will be a hard path, but you and the rest will prevail._

 _I hope you're right._

 _Arthur, I have faith._

With that, the voice of the Sorceress faded from his mind.

"I hope so," Arthur muttered to himself.

 **A/N: Arthur/He-Man will return.**

 **Please Review - good/bad it will help me figure where I have gone right or wrong for the next story (and make me feel good lol).**


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